Liverpool staged one of the most amazing comebacks of their glorious European history to snatch an improbable victory in Spain last night.

But their dramatic win was ruined in the last minute when both Steve McManaman and Paul Ince were sent off along with Valencia's Amedeo Carboni.

The Italian had hit McManaman, who retaliated. Ince rushed into the melee and was also sent off.

In a dramatic final minutes - almost seven over normal time - Valencia pulled one back when a Claudio Lopez free-kick hit a post, bounced back to hit James, and then span over the line.

But it wasn't enough to grab Liverpool's amazing prize from their hands. They had been outplayed and overrun for long spells but hit back with two goals in the dying minutes through McManaman and Patrik Berger to take the lead.

Liverpool were under intense pressure from the start in the intimidating atmosphere of the packed, high-sided Mestalla stadium.

Argentinian Claudio Lopez could have had a hatful. First he latched onto a Steve Staunton slip, raced into the box, and sent a cross-shot wide of the far post.

But in the midst of almost constant pressure Liverpool nearly scored. McManaman strode onto a Patrik Berger lay-off after eight minutes and drove a 20-yarder against the post.

The ball bounced out, hit 'keeper Santiago Canizares in the back and broke for Berger to blast the rebound wide.

But the pressure was unrelenting on the troubled Liverpool back line. Jamie Carragher lost the ball after 13 minutes, and Ilie put Lopez through.

David James was alone in the box as the Argentinian World Cup star ran on, but the Liverpool 'keeper kept his nerve, stayed on his feet, and the striker pushed his shot wide of the upright.

A minute later, another Staunton error let in Lopez again, but James made a superb save to his left.

Liverpool were in desperate straights, and Redknapp was finally booked for his fifth foul, bringing down Carbone after 35 minutes. Shortly after, Vegard Heggem was cautioned for tripping Adrian Ilie.

Heggen was in action at the other end, producing a cross that Fowler rose to head wide.

The Valencia goal finally came in first-half injury time when Ilie lashed a shot against the post, and Lopez drove in the rebound. All that was left was for Ince to get himself booked in the dying seconds of a tortured half.

The Valencia onslaught continued after the break when Ilie danced and dazzled Heggem out on the left before spinning and driving a 20yarder a foot wide of the post.

But then with 10 minutes left, Owen won possession on the right, crossed superbly to the far post, and McManaman steamed in to head Liverpool level.

They were now through on the away-goals rule if the score stayed level, but with four minutes left, Berger put this most improbable result beyond doubt with a stunning left-foot drive to give Liverpool the lead.

The flurry of red cards, plus Valencia's late, late strike, made this a remarkable night that few who saw it will every forget.

VALENCIA CF: Canizares, Djukic, Mendieta, Lopez, Schwartz, Illie (Lucarelli 75), Bjorklund, Carboni, Popescu, Angulo, Soria. Subs Not Used: Bartual, Juanfran, Camarasa, Farinos, Milla, Tellez. Sent Off: Carboni (90). Goals: Lopez 45, James 90 og.

LIVERPOOL: James, Staunton, McManaman, Fowler (McAteer 85), Owen, Redknapp, Heggem (Dundee 79), Berger (Harkness 89), Ince, Bjornebye, Carragher. Subs Not Used: Friedel, Kvarme, Leonhardsen, Thompson. Sent Off: McManaman (90), Ince (90). Booked: Heggem, Redknapp, Ince, Fowler. Goals: McManaman 81, Berger 86.

Referee: G Veissiere (France).